Terms and Conditions

1 Definition of Terms

(a) The ‘Owner’ is ELLIOTT GROUP LIMITED (company number

147207) whose registered office is at Manor Drive, Peterborough,

PE4 7AP and includes its successors or assigns

(b) The ‘Hirer’ is the Company, Firm, Person, Corporation or Public

Authority taking the Owner’s equipment on hire and includes their

successors or personal representatives

buildings, erectable structures and accessories thereon, furniture,

fencing and all other plant which the Owner agrees to hire to the

Hirer

(d) “Commencement Date” means the date specified in the Contract

(e) “Period of Hire” means the period specified in the Contract

(f) “Hire Charges” means the amounts set out in the Contract at their

full face value without any deduction set off or counterclaim

whatsoever

(g) A ‘Week’ shall be seven consecutive days.

(h) ‘Contract’ means a contract between the Owner and the Hirer for

the hire of a unit of Equipment.

(i) ‘Site’ means the site to which the Equipment is delivered (or to be

delivered) on the Hirer’s instructions.

2 Extent of Contract

2.1 The Contract and these Conditions of Hire shall be the entire agreement

between the parties.

3 Period of Hire

3.1 Hire of the Equipment shall commence on the Commencement Date and

shall continue for the Period of Hire subject to termination as herein

provided.

3.2 Either party may terminate the hire by giving to the other:

(a) in the case of Equipment which comprises modular building

system not less than 3 calendar months notice in writing

(b) in the case of Equipment which comprises buildings requiring

erection and dismantling not less than 28 days notice in writing

3.3 If the hire is terminated prematurely the Owner is entitled to payment in

full for the Period of Hire stated.

4 Charges for Hire

4.1 The Hirer will pay to the Owner during the Period of Hire the Hire

Charges in the amounts and at the intervals stated in the Contract.

4.2 The Owner reserves the right to review the Hire Charges at the end of

the Period of Hire stipulated in the Contract and at yearly intervals

thereafter.

4.3 The Owner shall submit invoices for all charges due under the contract

at the frequency detailed in the Contract. Invoices shall include Value

Added Tax where applicable.

4.4 Unless otherwise agreed by the Owner in writing payment shall be made

within 30 days of the date of the invoice. Payment shall be made by

Direct Debit if so requested by the Owner.

4.5 Where a single payment is made to cover the whole Period of Hire, the

amount shall be paid on the Commencement Date.

4.6 If payment is not made when due the Owner shall be entitled to charge

interest on the overdue amount at four per cent above the prevailing

base rate of Barclays Bank Plc calculated on a daily basis (“the Default

Rate”). The Hirer shall also be liable to pay any charges incurred by the

Owner in the recovery of overdue amount or the Equipment. These

remedies shall be without prejudice to any other rights and remedies

available to the Owner.

5 Delivery and Collection

5.1 Time for delivery is given as accurately as possible but is not

guaranteed. The Hirer hereby acknowledges that time shall not be of

the essence with regard to time and date for delivery of Equipment. The

Hirer shall have no right to damages or to cancel the contract for failure

for any cause to meet any delivery time stated. The date of delivery

shall in every case be dependant upon prompt receipt of all necessary

information, final instructions or approvals and delivery details from the

Hirer in writing. Alterations by the Hirer in design specifications or

requirements may result in delay in delivery.

5.2 The Owner will endeavour to comply with reasonable requests by the

Hirer for postponement of delivery but shall be under no obligation to do

so. Where delivery is postponed otherwise than due to default by the

Owner:-

5.2.1 The Hirer shall remain liable for any Hire Charges payable in

accordance with these conditions.

5.2.2 The Owner shall be entitled to terminate the Contract upon giving

the Hirer three working days notice in writing of its intention to do

so.

5.3 The Hirer shall provide adequate and unrestricted access to the

proposed Site for delivery unloading reloading and recovery of the

Equipment.

5.4 The Hirer shall pay all costs (at the Owner’s rates current from time to

time) relating to the loading, transporting and unloading of the

Equipment upon delivery and collection of the Equipment to/from the

Hirer’s Site.

5.5 The Hirer shall unless otherwise stated in sufficient time and at its own

expense provide suitable foundations for the Equipment, such

foundations to conform with any instruction specification drawing, which

may be supplied by the Owner.

5.6 Unless the Owner has agreed in writing to the contrary with the Hirer:

(i) The Owner shall not be under any obligation to provide any additional

plant lifting gear or special apparatus, other than that carried by the

vehicle, required for siting any consignment.

(ii) The Owner shall also not be under any obligation to provide power or

labour, other than that carried by the vehicle.

(iii) The Hirer warrants that any special appliances required for siting the

consignment, which are not carried by the vehicle, will be provided by

the Hirer or on the Hirers behalf.

(iv) The Owner shall be under no liability whatever to the Hirer for any

damage whatever, however caused, if the Owner is instructed to load

or unload any consignment requiring special appliances, which in

breach of the warranty in (iii) above, have not been provided by the

Hirer or on the Hirers behalf.

(v) The Owner shall provide the vehicle and its undertakings (including

loading and unloading activities) under the Road Haulage

Association (RHA) Terms and Conditions except when 5.6(a), (i), (ii)

and (iii) below.

(vi) The Hirer shall make available to the Owner upon request details of

any risk assessments, which may have been carried out at the

collection and/or delivery address. The responsibility for carrying out

such risk assessments shall be that of the Hirer and not of the

Owner.

(vii) The Hirer shall make available to the Owner upon provision of the

vehicle a competent person to fully manage the lifting operation

associated with the loading and unloading undertaken by the vehicle,

having previously planned the predicted lifting operation in

accordance with BS7121: Part 1:1989 and Part 4:1997.

5.6.1 (a) Where the Hirer has agreed in writing with the Owner:

(i) The Hirer shall bear the full cost of any additional plant lifting gear or

special apparatus hired by the Owner for the purpose of siting the

equipment.

(ii) The Owner will provide additional plant by entering into a contract

with another party (the contractor) who will undertake the lifting

operation on the Owners behalf in accordance with BS 7121 – Safe

Use Of Cranes, Part 1:1989 and Part 4:1997 where applicable. The

Contractor will be responsible for the management and planning of

the lifting operation (undertaking a ‘Contract Lift’) notwithstanding the

Hirers responsibilities under BS 7121.

(iii) The Owner will enter into a contract with another party under the

Contractors Plant Association Model Conditions for the Hiring of

Plant (‘CPA Model Conditions) for which the Hirer shall fully

indemnify the Owner against any claims arising thereof.

5.7 All employees sub-contractors and agents of the Owner shall be deemed

whilst on the Site or other premises of the Hirer or of any third party to be

servants or agents of the Hirer who alone shall be responsible for and

shall indemnify the Owner against all claims by any person firm or

company (including the Owner) arising out of or connected with the

delivery collection movement loading unloading siting or installation of

the Equipment.

5.8 Where, in the Owner’s opinion, the ground in and around the Site

(including all private roadways accesses main pipes manholes

weighbridges or approaches under through our over which the Owner its

servants agents or contractors might have to pass in the performance of

any obligation) is soft or otherwise unsuitable the Hirer shall in sufficient

time and at its own expense supply and lay a surface in a suitable

position for the Equipment to travel over or stand on during the loading

and unloading at the Site.

5.9 Connection and disconnection of mains services on Site and the

suitability of those services are the responsibility of the Hirer unless

otherwise agreed between the parties in writing.

5.10 The Hirer shall be responsible for obtaining any necessary permissions

from the owner of the Site for the entry into the Site and the siting of the

Equipment on the Site. The Hirer shall indemnify the Owner against all

claims by any person firm or company (including the Owner) arising out

of or connected with the delivery collection movement loading unloading

siting or installation of the Equipment on the Site.

5.11 The Hirer authorises the Owner to accept the signature on delivery and

collection of the Equipment of any person reasonably holding

themselves out to be the Hirer’s representative whether such person be

so authorised or not.

6 Acceptance of Equipment

6.1 Acceptance of the Equipment shall be deemed to take place when the

Equipment is delivered on Site.

7 Termination

7.1 If the Hirer:

(a) shall fail to pay any Hire Charges or other sums due and payable

under the contract in full by the due date;

(b) being a Company

(i) Has a petition presented for its winding up

(ii) Passes a resolution for voluntary winding up (other than for

the purpose of a Bona fide amalgamation or

reconstruction) or

(iii) Enters into a voluntary arrangement with its creditors or

(iv) Becomes subject to an administration order or

(v) Has a receiver appointed of all or any of its assets,

(i) Becomes bankrupt or insolvent

(ii) Enters into voluntary arrangements with his creditors.

(d) In either case, commits a serious breach of this agreement (and in

case of such breach being remediable (other than failure by the

Hirer to pay the Hire Charges), fails to remedy it within 7 days

after receiving written notice to do so); then, the Owner shall be

entitled to treat the Contract as being at an end or suspend any

further deliveries under the contract without liability to the Hirer. If

the goods have been delivered but not paid for, the price shall

become due immediately regardless of any previous agreement

to the contrary.

8 Availability

8.1 Quotations are offered subject to the availability of the Equipment at the

time of Hiring, and the Owner reserves the right to offer an alternative

item of Equipment should the original quoted not be available.

9 Inspection, Servicing and Repairs

9.1 The Hirer shall be responsibility to the Owner for the duration of the hire

for the safekeeping of the Equipment and for its use in a proper and

workmanlike manner. The Hirer shall not use the Equipment for any

purpose beyond its capacity or in any manner which, in the Owner’s

Opinion is likely to result in undue deterioration or its becoming

immobilised immovable or otherwise inaccessible.

9.2 The Hirer shall keep the Equipment in good and substantial repair and

condition and when the Period of Hire extends beyond 3 years shall

redecorate and refurbish the Equipment both externally and internally in

a manner and to a standard approved by the Owner.

9.3 The Hirer shall at all reasonable times permit the Owner and its agents

access to the Equipment to inspect test adjust repair altar or replace the

same.

9.4 The Hirer shall not (except as required by these conditions) without the

prior written consent of the Owner adjust repair or alter the Equipment or

make any attempt so to do.

9.5 If at any time during the Period of Hire the Equipment or any part thereof

is in need of adjustment or repair then: -

(a) the Hirer shall forthwith give written notice of such need to the

Owner;

(b) the Owner shall with reasonable diligence either carry out the

necessary adjustment or repair on Site or at its discretion arrange

for the removal of the Equipment or part or parts thereof to the

Owner’s works for adjustment or repair;

or parts thereof the Owner may at its option adjust or repair and

re-deliver the Equipment or such part or parts with reasonable

diligence or determine the Contract forthwith in relation to the

Equipment by giving written notice to the Hirer or replace the

Equipment or such part or parts in which case the Contract shall

continue as if the substituted product or such part or parts had

been or had been included in the subject matter of the Contract;

(d) in the case of adjustment repair or substitution the Owner may at

its option apply the Owner’s hire rates current at the date of

completion of adjustment repair or substitution in place of those

set out in the Contract in respect of any such adjusted repaired or

substituted Equipment as from the date of such completion;

(e) if in the reasonable opinion of the Owner the Equipment’s

condition necessitating adjustment or repair arises in whole or in

part from any cause other than fair wear and tear then: -

(i) The Hirer shall be liable for all costs of inspection loading

unloading and transport in connection with the carrying out

of the adjustments or repairs the removal of the Equipment

or any part or parts thereof and the redelivery thereof or of

any substitute thereof; and,

(ii) Hire Charges shall continue to be payable as if the

Equipment had not been in need of adjustment or repair;

(f) If in the opinion of the Owner the Equipment’s condition

necessitating adjustment or repair is solely attributable to fair

wear and tear then:-

(i) the Owner shall be liable for all such costs as are

mentioned in (e) (i) above.

(ii) if the Owner shall determine the Contract under (c) above

within three months of the date of original delivery of the

Equipment to the Site the Owner shall be liable for the cost

of loading unloading and transport to and from the Site.

9.6 Upon termination Equipment will be inspected by the Owner and any

charges for damages/repairs excluding fair wear and tear will be

chargeable to the Hirer.

9.7 The Hirer shall be responsible for the Period of Hire for the carrying out

of all statutory inspection tests in accordance with the appropriate

regulations. This will include but not be exclusive to electrical, gas and

water services and electrical appliances. The Hirer shall indemnify the

Owner in full for all costs damages or losses howsoever caused arising

out of or connected with the failure by the Hirer to comply with any such

statutory inspection tests or regulations.

10 Insurance

10.1 The Hirer shall throughout the Period of Hire and until collection of the

Equipment (without prejudice to any liability of the Hirer to the Owner) at

its own expense insure the Equipment with a reputable insurance

company against all loss or damage and also against all risks of third

party liability arising out of the ownership presence of use of the

Equipment in an amount equal to whichever is the greater of:

10.1.1 the full new replacement value of the Equipment; and

10.1.2 the amount payable for the time being in accordance with the

provisions of clause 10.4 below

10.2 The Hirer will upon request by the Owner at any time produce to the

Owner every such policy of insurance and the receipt for the current

year’s premium. If the Hirer shall fail to keep the Equipment insured as

aforesaid to the satisfaction of the Owner or to produce any such policy

or receipt as aforesaid the Owner shall be entitled at the expense of the

Hire to insure the Equipment and keep it so insured during the period

mentioned above and the Hirer will pay to the Owner on demand any

sums expended by the Owner for such purpose with interest at the

Default Rate from the time of the same having been expended until the

date of actual repayment.

10.3 The interest of the Owner in the Equipment shall be noted on the policy

of Insurance which policy shall:

10.3.1 name the Owner as loss payee;

10.3.2 not be capable of cancellation by the insurers (at the request of

the Hirer or otherwise) other than by 30 days’ prior notice in

writing to the Owner;

10.3.3 provide that the insurers shall waive any breach of warranty

under the policy of insurance as against the Owner.

10.4 The Hirer shall (so far as necessary) irrevocably authorise the insurers

to pay to the Owner all monies payable under the said insurance policy

in respect of any loss or damage to all or any part of the Equipment.

The Hirer hereby irrevocably authorises the Owner:

10.4.1 in the name and on behalf of the Hirer to make any claim or

claims against the insurers under the said insurance policy in

respect of any loss of or damage to the Equipment or any part

thereof and to settle or compromise such claim; and

10.4.2 to receive and to give a good discharge to the insurers for any

monies payable in respect thereof

10.5 The Hirer shall not use or allow the Equipment to be used for any

purpose not purpose not permitted by the terms and conditions of any

policy of insurance for the time being relating to the Equipment nor do or

allow to be done any act or thing whereby such insurance may be

invalidated.

10.6 In the event of any loss of or damage to all or any part of the Equipment

the Hirer shall give immediate notice to the Owner and shall make or

assist in the making of any appropriate claim or claims under the said

insurance policy in such manner as the Owner shall require and shall not

in any manner settle or compromise any such claim without the prior

written request of the Owner.

10.7 The Hirer shall promptly reinstate or repair at its own expense

Equipment which has not become a total loss or a constructive total loss

and shall continue to pay Hire Charges in respect of such Equipment

during such reinstatement or repair. All insurance monies received in

respect of any such loss shall be applied firstly in or towards payment to

the Owner of any amounts for the time being due and outstanding from

the Hirer to the Owner hereunder and secondly in or towards

reimbursing the Hirer for the costs of such reinstatement of repairs.

10.8 In the event that during the Period of Hire any item of the Equipment

(‘the Destroyed Equipment’) shall become a total loss or a constructive

total loss (whether as a result of its being lost destroyed damaged

beyond repair confiscated or otherwise) the hire thereof hereunder shall

cease. In that event the Owner may apply any insurance proceeds

received by it at its option:

10.8.1 towards a replacement of equivalent size and value which

replacement shall be deemed included in this Agreement for all

purposes and the Hirer shall continue to be liable to pay Hire

Charges in accordance with this Agreement as if such loss has

not taken place; or

10.8.2 towards payment to the Owner of:

10.8.2.1 all payments of Hire Charges and all other monies then due or

in arrear under this Agreement in respect of or attributable to

the Destroyed Equipment together with interest thereon at the

Default Rate; and

10.8.2.2 all other sums and amounts due hereunder in respect of the

Destroyed Equipment in question including a sum equal to that

payable under Clause 11.1 below in respect of the termination

of hire of the Destroyed Equipment

10.9 The Hirer shall remain liable to pay to the Owner any shortfall. Until such

sums and any shortfall as aforesaid are paid the obligations of the Hirer

under the Agreement (including those to pay Hire Charges in respect of

the Destroyed Equipment) shall continue. Any surplus shall be paid to

the Hirer.

11 Limitation of Liability

The Hirer agrees that the Owner will not be liable under the Contract or these

Conditions of Hire or any collateral contract for any loss of income profit

goodwill or contracts or any special indirect incidental or consequential loss or

damage of any kind howsoever arising and whether caused by tort (including

negligence) breech of contract or otherwise.

Non exhaustive illustrations of consequential and indirect loss would be:

(a) Loss of profit

(b) Loss of Contract

(d) Personal injury to the Hirer or anyone else (but only so far as such injury

is not Caused by the Owner’s negligence).

12 Sub Letting

12.1 The Hirer shall not rehire, sell, mortgage, charge, pledge, part with

possession of, or otherwise deal with the Equipment or its contents and

shall protect the same against distress, execution or seizure and shall

indemnify the Owner against all losses, damages, costs, charges and

expenses that may be occasioned by any failure to observe and perform

this condition.

12.2 The Hirer shall not assign his rights hereunder nor sub-let or lend the

Equipment or any part thereof to a third without the prior written consent

of the Owner.

13 Change of Site

13.1 The Equipment shall not be removed from the Site to which it was

delivered or consigned without the authority of the Owner, such authority

to be confirmed in writing prior to any such movement taking place.

14 Identification Marks

14.1 The Owner retains the right to affix a mark or plate on the Equipment

identifying it as the Owner’s property and the Hirer shall not remove,

deface or cover up the same.

14.2 The Hirer shall not be permitted to affix any mark or plate on the

Equipment unless prior written authority has been given by the Owner.

The Hirer will be responsible for the cost of rectification or reinstatement

at the termination of the hire period.

15 Specification and Copyright

15.1 Specifications drawings data literature and statements as to dimensions.

Suitability performance or otherwise issued by the Owner in connection

with the Equipment are offered in good faith but are intended to be

approximate only and the Equipment is supplied subject to no conditions

nor shall it carry any guarantee or warranty as to dimensions quality

fitness performance or suitability.

15.2 Except in any particular case in which the Owner expressly agrees in

writing to the contrary the Hirer is responsible for the correct selection of

the Equipment and while the Owner may supply drawings make

recommendations or assistance and shall rely solely on such expertise

as may be available to the Hirer from its own or other technical sources.

15.3 The copyright in drawings date and literature relating to the Equipment

and the Owner’s goods and services shall remain the property of the

Owner and (where marked as or otherwise indicated to be confidential)

such drawings data and literature and the Owner manufacturing and

operating techniques shall not be disclosed or used except necessarily

for the purpose of application and use by the Hirer of the Equipment.

16 Loss or Damage to Equipment

16.1 The Hirer is responsible for the safe keep of Equipment during the

Period of Hire and for its return to the Owner at the termination of hire. If

the Hirer fails to return the Equipment for whatever reason whether as a

result of theft, loss, destruction or otherwise, whether due to negligence

on the part of the Hirer, his servants and/or his agents or not the Hirer

shall be liable to the Owner for:

(a) the cost of replacement of the Equipment together with all costs

arising therefrom and

(b) the Owner’s hire charges until payment of the costs under clause

16.1(a)

17 Notice of Accidents

17.1 If the Equipment is involved in any accident resulting in injury to persons

or Damage to property, immediate notice must be given to the Owner by

telephone and confirmed in writing to the (Office Manager) at the

Owner’s office, and in respect of any claim not within the Hirer’s

agreement for indemnity no admission, offer, promise of payment or

indemnity shall be made by the Hirer without the Owner’s consent in

writing.

18 Safety Instructions

18.1 The Hirer must ensure that everyone who uses the Equipment is

properly. Instructed on how to use them safely and correctly, and that

they have all the instructions that have been supplied. The Hirer must

ensure the Equipment is not misused.

19 Force Majeure

19.1 The Owner shall not be under any liability for any consequences and

delay or failure in carrying out the contract caused by Force Majeure or

circumstances outside the direct control of the Owner.

20 Environment Policy

20.1 The Owner has a strict Environmental Policy. It is the Hirer’s

responsibility

That all Equipment including but not limited to Offices. Canteens, Secure

Stores, Toilets, Showers and Drying Rooms must be returned clean and

free from waste materials, and that effluent tanks must be emptied.

20.2 The Owner reserves the right to refuse to collect Equipment off hired but

not cleaned and/or emptied. Equipment which is returned without being

cleaned and /or emptied will be cleaned by a specialist contractor, the

cost of which shall be recharged to the Hirer.

20.3 Any items or materials left in the Equipment after collection shall be

disposed of by the Owner. If, in the Owner’s opinion, the items or

materials are of a valuable nature the Owner shall hold these items for

28 days and therefore shall dispose of them.

21 Government Regulations

21.1 The Hirer is solely responsible for applying for, obtaining and complying

with all obligations imposed by any Act of Parliament statutory

instrument statutory regulations and all third party rights in relation to the

installation use and removal of the Equipment including but without

prejudice to the generality of the foregoing the Building Regulations Acts

the Offices Shops and Railway Premises Acts The Health and Safety at

Work etc. Acts the Town and Country Planning Acts and all obligations

and third party rights relating to the purposes for which the Equipment is

used or to its condition delivery sitting or removal. The Hirer shall

indemnify the Owner in full for all costs damages or losses howsoever

caused arising out of or connected with the failure by the Hirer to comply

with any such statutory requirements.

22 Rights Reserved

22.1 Any failure by us to enforce any or all of these Conditions shall not

amount to or be interpreted as a waiver of any of our rights.

23 Supplement to Elliott Group Terms and Conditions of Hire-Damage

Waiver.

These conditions are in addition to those printed in Elliott Group

Conditions of Hire and shall take precedence where applicable if the

customer has taken up the Damage Waiver option. If the customer

declines the Damage Waiver, then they are liable under the standard

Terms and Conditions of Hire for any damage or losses to the

Equipment above fair wear and tear.

Damage Waiver Option

If the Hirer pays the appropriate Damage Waiver percentage charge as

shown on the Hire Contract, then Elliott Group will waive charges for

rectifying accidentally damaged returned equipment. Elliott Group will

also waive any charges for Equipment loss subject to the following

conditions:

i) The Hirer must demonstrate that reasonable care has been taken

to prevent loss or damage, including recommended checking of

oil/water levels on powered equipment.

ii) Theft of Equipment must be reported to Police and a crime

reference number obtained.

iii) The Hirer must notify Elliott Group immediately on discovery of

theft and complete a Theft Notification Form supplied by us.

iv) Exclusions: Loss and Damage charges will not be waived under

the following circumstances: -

a. Loss of or damage to loose items not physically attached to

the Equipment such as furniture.

b. Loss due to the dishonesty of the Hirer or the Hirer’s

employee.

c. Loss of Equipment revealed only when an inventory is made.

d. Loss occurring outside the UK.

v) Limit of claims: Damage Waiver does not protect the Hirer for: -

a. The first £75 plus VAT for any storage container.

b. The first £125 plus VAT for any other accommodation unit up

to 30 feet in length.

c. The first £175 plus VAT for any other accommodation unit

over 30 feet in length.

d. Loss of generating equipment in powered units.

vi) The Hirer cannot decline Damage Waiver, then later change their

mind. Acceptance of Damage Waiver by Hirer must be within ten

working days of hire commencement or by prior agreement of

Hirer for acceptance automatically to all Contracts.

24 Interpretation and Law

24.1 These conditions shall be interpreted without reference to their headings.

24.2 The Contract and these Conditions of Hire shall be governed by and

construed in accordance with English Law. The Hirer irrevocably

submits to the exclusive jurisdiction of the English Courts.

ELLIOTT GROUP LIMITED

CONDITIONS OF SALE

1 Interpretation:

1.1 In these Conditions:

“Company” means ELLIOTT GROUP LIMITED whose registered office is at Manor Drive,

Peterborough, PE4 7AP (registered number 147207)

“Conditions” means the standard terms and conditions of sale set out in this document and

(unless the context otherwise requires) includes any special terms and conditions agreed in

writing between the Customer and the Company

“Contract” means the contract for the purchase and sale of the Goods

“Customer” means the person who accepts a quotation of the Company for the sale of the Goods

or whose order for the Goods is accepted by the Company

“Goods” means any materials equipment plant or services (including any instalment of

the same or any parts for them) which the Company is to supply in accordance

with these Conditions

“Handover” means as defined in clause 6.6

“Writing” includes telex cable facsimile transmission and comparable means of communication.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as reference to

that provision as amended re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their

interpretation.

2 Basis of the sale

2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with any

written quotation of the Company which is accepted by the Customer or any written order of the

Customer which is accepted by the Company subject in either case to these Conditions which

shall govern the Contract to the exclusion of any other terms and conditions subject to which

any such quotation is accepted or purported to be accepted or any such order is made or

purported to be made by the Customer.

2.2 No variation to these Conditions shall be binding unless agreed in writing between the

authorised representatives of the Customer and the Company.

2.3 The Company’s employees or agents are not authorised to make any representations concerning

the Goods unless confirmed by the Company in writing. In entering into the Contract the

Customer acknowledges that it does not rely on and waives any claim for breach of any such

representations which are not so confirmed

2.4 Any advice or recommendation given by the Company or its employees or agents to the

Customer or its employees or agents as to the application or use of the Goods which is not

confirmed in writing by the Company is followed or acted upon entirely at the Customers own

risk and accordingly the Company shall not be liable for any such advice or recommendation

which is not so confirmed

2.5 Any typographical clerical or other error or omission in any sales literature quotation price list

acceptance or offer invoice or other document or information issued by the Company shall be

subject to correction without any liability on the part of the Company.

3 Orders and specifications

3.1 No order submitted by the Customer shall be deemed to be accepted by

the Company unless and until confirmed in writing by the Company’s

authorised representative

3.2 Acceptance of ordered is subject to the receipt of Satisfactory references

3.3 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any

order (including any applicable specification) submitted by the Customer and for giving the

Company any necessary information relating to the Goods within a sufficient time to enable the

Company to perform the Contract in accordance with its terms

3.4 The quantity quality and description of and any specification for the Goods shall be those set out

in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted

by the Company)

3.5 Any descriptive specifications drawings particulars and dimensions submitted in connection

with the Company’s quotations are approximate only. Descriptions and illustrations contained

in catalogues price lists and other advertisement matter of the Company are only intended to

present a general idea of the goods described therein and shall not form part of any contract. All

drawings calculations and descriptive matter furnished by the Company to the Customer in

connection with quotations remain the property of the Company and must not be copied and/or

shown to any third party without the Company’s consent in writing.

3.6 If the Goods are to be manufactured or any process to be applied to the Goods by the Company

in accordance with a specification submitted by the Customer the Customer shall indemnify the

Company against all loss damages costs and expenses awarded against or incurred by the

Company in connection with or paid or agreed to be paid by the Company in settlement of any

claim or infringement of any patent copyright design trade mark or other industrial or

intellectual property rights of any other person which results from the Company’s use of the

Customer’s specification

3.7 The Company reserves the right to make any changes in the specification of the Goods which

are required to conform with any applicable safety or other statutory requirements or where the

Goods are to be supplied to the Company’s specification which do not materially affect their

quality or performance or when the components or materials stipulated are not readily available

3.8 No order which has been accepted by the Company may be cancelled by the Customer except

with the agreement in writing of the Company and on terms that the Customer shall indemnify

the Company in full against all loss (including loss of profit) costs (including the cost of all

labour and materials used) damages charges and expenses incurred by the Company as a result

of cancellation

3.9 Goods sold by the Company are where practicable submitted to standard tests before despatch.

If other tests are required by the Customer these unless otherwise agreed must be made at the

Company’s premises or at a place nominated by the Company and such tests shall be at the cost

of the Customer. Any figures or particulars of performance given by the Company are based

upon experience and are such as the Company would generally expect to obtain but the

Company accepts no liability if such performance is not obtained in any particular case.

4 Price of the goods

4.1 The price of the Goods shall be the Company’s quoted price or where no

price has been quoted (or a quoted price is no longer valid) the price

listed in the Company’s published price list current at the date of

acceptance of the order. All prices quoted are valid for 30 days only or

until earlier acceptance by the Customer after which time they may be

altered by the Company without giving notice to the Customer

4.2 The Company reserves the right by giving notice to the Customer at any

time before delivery to increase the price of the Goods to reflect any

increase in the cost to the Company which is due to any factor beyond

the control of the Company (such as without limitation any foreign

exchange fluctuation currency regulation insurance overhead charges

alteration of duties significant increase in the costs of labour materials or

other costs of manufacture) any change in delivery dates quantities or

specifications for the Goods which is requested by the Customer or any

delay caused by any act omission or instructions of the Customer or

failure of the Customer to give the Company adequate information or

instructions.

4.3 Except as otherwise stated under the terms of any quotation or in any

price list of the Company and unless otherwise agreed in writing

between the Customer and the Company all prices are given by the

Company on an ex works basis and where the Company agrees to

deliver the Goods otherwise than at the Company’s premises the

Customer shall be liable to pay the Company’s charges for transport

packaging installation and insurance.

4.4 The price is exclusive of any applicable value added tax which the

Customer shall be additionally liable to pay to the Company.

4.5 Unless otherwise stated in the Company’s quotation all packing cases

crates skids drums and other packing materials are non-returnable and

chargeable.

5 Terms of payment

5.1 Subject to any special terms agreed in writing between the Customer

and the Company the Company shall be entitled to invoice the Customer

for the price of the Goods on or at any time after delivery of the Goods

unless the Goods are to be collected by the Customer or the Customer

wrongfully fails to take delivery of the Goods in which event the

Company shall be entitled to invoice the Customer for the price at any

time after the Company has notified the Customer that the Goods are

ready for collection or (as the case may be) the Company has tendered

delivery of the Goods.

5.2 The Customer shall pay the price of the Goods within 14 days of the

date of the Company’s invoice or the issue of interim valuations

notwithstanding that delivery may not have taken place and the property

in the Goods has not passed to the Customer. The time of payment of

the price shall be of the essence of the Contract. Receipts for payment

will be issued only upon request.

5.3 If the Customer fails to make any payment on the due date then without

prejudice to any other right or remedy available to the Company the

Company shall be entitled to:

5.3.1 cancel the contract or suspend any further deliveries to the

Customer

5.3.2 appropriate any payment made by the Customer to such of the

Goods (or the goods supplied under any other contract between

the Customer and the Company) as the Company may think fit

(notwithstanding any purported appropriation by the Customer)

and

5.3.3 charge the Customer interest (both before and after any

judgment) on the amount unpaid at the rate of 4 per cent per

annum above Barclays Bank base rate from time to time until

payment in full is made (a part of a month being treated as a full

month for the purpose of calculating interest)

6 Delivery

6.1 Delivery of the Goods shall be made by the Customer collecting the

Goods at the Company’s premises at any time after the Company has

notified the Customer that the Goods are ready for collection or if some

other place for delivery is agreed by the Company, by the Company

delivering the Goods to that place. All unloading facilities required for

delivery including any special equipment shall be provided by the

Customer and at his own expense

6.2 Any dates quoted for delivery of the Goods are approximate only and the

Company shall not be liable for any delay in delivery of the Goods

howsoever caused. Time for delivery shall not be of the essence unless

previously agreed by the Company in writing. The Goods may be

delivered by the Company in advance of the quoted delivery date upon

giving reasonable notice to the Customer

6.3 Where the Goods are to be delivered in instalments each delivery shall

constitute a separate contract and failure by the Company to delivery

any one or more of the instalments in accordance with these Conditions

or any claim by the Customer in respect of any one or more instalments

shall not entitle the Customer to treat the Contract as a whole as

repudiated

6.4 If the Company fails to deliver the Goods for any reason other than any

cause beyond the Company’s reasonable control or the Customer’s fault

and the Company is accordingly liable to the Customer the Company’s

liability shall be limited to the excess (if any) of the cost to the Customer

(in the cheapest available market) or similar goods to replace those not

delivered over the price of the Goods

6.5 If the Customer fails to take delivery of the Goods or fails to give the

Company adequate delivery instructions at the time stated for delivery

(otherwise than by reason of any cause beyond the Customer’s

reasonable control or by reason of the Company’s fault) then without

prejudice to any other right or remedy available to the Company the

Company may:

6.5.1 store the Goods until actual delivery and charge the

Customer for the reasonable costs (including insurance) of

storage or

6.5.2 sell the Goods at the best price readily obtainable and (after

deducting all reasonable storage and selling expenses) account

to the Customer for the excess over the price under the Contract

or charge the Customer for any shortfall below the price under the

Contract

6.6 When delivery of the Goods involved the Company working on the

Customer’s premises in order to fit out a building forming part of the Goods

then Practical Completion of the Contract or part of the Contract

(“Handover”) shall occur upon the following:

6.6.1 acceptance of completion of the Goods on site by the Customer

his employee or representatives

6.6.2 any of the Customer’s employees or invitees agents or

representative entering the building storing materials or

equipment in the building or carrying out any work whatsoever in

the building

6.6.3 the Customer by his actions or delay prevents the Handover

6.6.4 the Company informing the Customer in writing of Handover

whether or not the Customer has occupied the building

7 Risk and property

7.1 Risk of damage to or loss of the Goods shall pass to the Customer:

7.1.1 in the case of Goods collected by the Customer from the

Company’s premises, when the Goods leave the Company’s

premises

7.1.2 in the case of Goods to be delivered otherwise than at the

Company’s premises at the time of the delivery or Handover or if

the Customer wrongfully fails to take delivery of the Goods at the

time when the Company has tendered delivery or Handover of the

Goods

7.2 Notwithstanding delivery and the passing of the risk in the Goods at

any other provision of these Conditions the property in the Goods shall

not pass to the Customer until the Company has received in cash or

cleared funds payment in full of the price of the Goods and all other

goods agreed to be sold by the Company to the Customer for which

payment is then due

7.3 Until such time as the property in the Goods passes to the Customer

the Customer shall hold the goods at the Company’s fiduciary agent and

bailee and shall keep the Goods separate from those of the Customer

and third parties and properly stored protected and insured and identified

as the Company’s property. Until that time the Customer shall be

entitled to resell or use the Goods in the ordinary course of its business

but shall account to the Company for the proceeds of sale or otherwise

of the Goods whether tangible or intangible including insurance

proceeds and shall keep all such proceeds separate from any moneys or

property of the Customer and third parties and in the case of tangible

proceeds properly stored protected and insured.

7.4 Until such time as the property in the Goods passes to the Customer

(and provided the Goods are still in existence and have not been resold)

the Company shall be entitled at any time to require the Customer to

deliver up the Goods to the Company and if the Customer fails to do so

forthwith to enter upon any premises of the Customer or any third party

where the Goods are stored and repossess the Goods

7.5 The Customer shall not be entitled to pledge or in any way charge by

way of security for any indebtedness any of the Goods which remain the

property of the Company but if the Customer does so all moneys owing

by the Customer to the Company shall (without prejudice to any other

right or remedy of the Company) forthwith become due and payable

8 Erection of Goods

The Company’s quotation assumes that the site will be easy for access for all

vehicles cranes tools materials and tackle necessary to carry out the installation

and continuous performance of the work during the normal working hours.

Access to site must be suitable for such vehicle transporting the Goods to enter

the site. The Customer must provide suitable hardstanding for off-loading the

Goods adjacent to the foundations. The Company is not responsible for any

supporting structure or foundation work not designed and constructed by the

Company and accepts no responsibility direct or indirect which may be incurred

due to any insufficient or unsuitable structure or foundation. Where foundations

are installed by the Customer, the Customer must accept responsibility for the

accuracy of the setting out, dimensions, levels and where applicable, pockets

and sole plate.

9 Limitations of liability

9.1 9.1.1 The Company shall be under no liability in respect of any defect

in the Goods arising from any drawing design or specification

supplied by the Customer

9.1.2 The Company shall be under no liability in respect of any defect

arising from fair wear and tear willful damage negligence

abnormal working conditions failure to follow the Company’s

instructions (whether oral or in writing) misuse or alteration

modification adjustments or repair of the Goods or to the use of

the Goods without the Company’s written approval

9.2 Where the Goods are used second hand or reconditioned they are

sold as seen and approved by the Customer and the Company does not

in any way warrant such goods to be fit for any particular purpose

express or implied

9.3 Subject as expressly provided in these Conditions and except where

the Goods are sold to a person dealing as a consumer (within the

meaning of the Unfair Contract Terms Act 1977) all warranties conditions

or other terms implied by statute or common law are excluded to the

fullest extent permitted by law

9.4 Where the Goods are sold under a consumer transaction (as defined

by the Consumer Transactions Restrictions on Statements order 1976)

the statutory rights of the Customer are not affected by these Conditions

9.5 Any claim by the Customer which is based on any defect in the

quality or condition of the Goods or their failure to correspond with

specification shall (whether or not delivery is refused by the Customer)

be notified to the Company immediately upon delivery or (where the

defect or failure was not apparent on inspection or upon delivery)

immediately upon discovery of the defect or failure. If delivery is not

refused and the Customer does not notify the Company accordingly the

Customer shall not be entitled to reject the Goods and the Company

shall have no liability for such defect or failure and the Customer shall be

bound to pay the price as if the Goods had been delivered in accordance

with the Contract

9.6 Where any valid claim in respect of any of the Goods which is based

on any defect in the quality or condition of the Goods or their failure to

meet specification is notified to the Company in accordance with these

Conditions the Company shall be entitled to replace the Goods (or the

part in question) free of charge or at the Company’s sole discretion

refund to the Customer the price of the Goods (or a proportionate part of

the price) but the Company shall have no further liability to the Customer

9.7 Except in respect of death or personal injury caused by the

Company’s negligence the Company shall not be liable to the Customer

by reason of any representation or any implied warranty condition or

other term or any duty at common law or under the express terms of the

Contract for any consequential loss or damage (whether for loss of profit

or otherwise) costs expenses or other claims for consequential

compensation (and whether caused by the negligence of the Company

its employees or agents or otherwise) which arise out of or in connection

with the supply of the Goods or their use or resale by the Customer

except as expressly provided in these Conditions

9.8 The Company shall not be liable to the Customer or be deemed to be

in breach of the Contract by reason of any delay in performing or any

failure to perform any of the Company's obligations in relation to the

Goods if the delay or failure was due to any cause beyond the

Company’s reasonable control. Without prejudice to the generality of the

foregoing the following shall be regarded as causes beyond the

Company’s reasonable control:

9.8.1 Act of God explosion flood tempest fire nuclear fall-out or accident

9.8.2 War or threat of war sabotage insurrection civil disturbance or

requisition

9.8.3 Acts restrictions regulations bye-laws prohibitions or measures of

any kind on the part of any governmental parliamentary or local

authority

9.8.4 Strikes lock-outs or other industrial actions or trade disputes

(whether involving employees of the Company or of a third party)

9.8.5 Difficulties in obtaining supplies of the Goods raw materials labour

fuel parts or machinery (whether involving the Company or a third

party)

9.8.6 Power failure or breakdown in machinery

9.9 Whilst the Company endeavours to ensure the Goods are not affected by

patent copyright design trade mark or other industrial or intellectual

property rights of any other person the Company does not warrant that they

do not infringe such patent design trade mark or other industrial or

intellectual property rights and shall not be responsible for any damage

penalties costs and expenses suffered by any person by reason of such

infringement.

10 Insolvency of buyer

This clause applies if

10.1.1 the Customer makes any voluntary arrangement with its creditors

or becomes subject to an administration order or (being an

individual or firm) becomes bankrupt or (being a company) goes

into liquidation (otherwise than for the purpose of amalgamation

or reconstruction) or

10.1.2 an encumbrancer takes possession or a receiver is appointed of

any of the property or assets of the Customer or

10.1.3 the Customer ceases or threatens to cease to carry on business

10.1.4 the Company reasonably apprehends that any of the events

mentioned above is about to occur in relation to the Customer and

notifies the Customer accordingly

10.2 If this clause applies then without prejudice to any other right or

remedy available to the Company the Company shall be entitled to

cancel the Contract or suspend any further deliveries under the

Contract without any liability to the Customer and if the Goods have

been delivered but not paid for the price shall become immediately

due and payable notwithstanding any previous agreement or

arrangement to the contrary

11 Insurance

Immediately upon Handover responsibility for insuring against fire storm flood

and theft lies with the Customer and is to include all of the Company’s materials

on site where the Company undertakes to carry out work to provide services of

any kind on premises other than their own. The Company shall be under no

liability whatsoever for any loss or damage occasioned to the Customer his

contractors servants employees invitees or otherwise arising from any cause

connected in any way with the execution of such works or provision of such

services and the Customer shall indemnify the Company against any claim by

third parties.

12 Health and Safety

Where the Goods are supplied to the Customer’s specification or design the

Customer shall be responsible for ensuring that so far as is reasonably

practicable the Goods are so designed as to be safe and without risk to health

when properly used that such testing and examination is carried out as may be

necessary for ensuring that the Goods are so designed and that adequate

information will be available in connection with the use of the Goods at work

about the use for which they are designed and have been tested and about any

condition necessary to ensure that when put to that use the goods will be safe

and without risk to health and the Customer shall indemnify the Company

against any claims which may be made against the Company whether under

the Health and Safety at Work Act 1974 or the regulations made thereunder or

otherwise arising out of any failure on the part of the Customer to carry out the

foregoing responsibilities of the Customer and for all costs and expenses

incurred by the Company in dealing with any such claims and rectifying any

defects in the goods.

13 Statutory and Local Government Regulations

Acceptance of this quotation constitutes a warranty and representation by the

Customer that he has complied with every applicable statute order or council

regulation or direction bye law or other lawful requirement or instruction

whether of the Government or any local or other lawful authority and in

particular that he has lawfully obtained every necessary licence permit or

authority that may be required in connection with the work

14 General

14.1 The Company is a member of a group of companies and accordingly the

Company may perform any of its obligations or exercise any of its rights

hereunder by itself or through any other member of its group provided that

any act or omission of any such other member shall be deemed to be the

act or omission of the Company

14.2 Any notice required or permitted to be given by either party to the other

under these Conditions shall be in writing addressed to that other party

at its registered office or principal place of business or such other

address as may at the relevant time have been notified pursuant to this

provision to the party giving the notice

14.3 No waiver by the Company of any breach of the Contract by the

Customer shall be considered as a waiver of any subsequent breach of

the same or any other provision

14.4 If any provision of these Conditions held by any competent authority to

be invalid or unenforceable in whole or in part the validity of the other

provisions of these Conditions and the remainder of the provision in

question shall not be affected thereby

14.5 All disputes arising out of or in connection with this present Agreement

including those considered such by only one of the parties shall be

determined by an independent Chartered Surveyor to be nominated by

the Company and the Customer or (if they fail to agree on a nomination)

by the President for the time being of The Royal Institute of Chartered

Surveyors in England and Wales on the application of either party. Such

Surveyor (whose fees shall be borne equally by the parties) shall act as

an expert and not as an arbitrator and his determination shall be final

and binding on both the parties hereto

14.6 The Contract shall be governed and be construed in accordance with the

laws of England for the time being in force and be subject to the nonexclusive

jurisdiction of the English courts.

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